C06133-2024

SECURITIES AND EXCHANGE COMMISSION
SEC FORM 17-C

CURRENT REPORT UNDER SECTION 17
OF THE SECURITIES REGULATION CODE
AND SRC RULE 17.2(c) THEREUNDER

1. Date of Report (Date of earliest event reported)
Sep 20, 2024
2. SEC Identification Number
CS200409462
3. BIR Tax Identification No.
233-687-508-000
4. Exact name of issuer as specified in its charter
HAUS TALK, INC.
5. Province, country or other jurisdiction of incorporation
Metro Manila, Philippines
6. Industry Classification Code(SEC Use Only)
7. Address of principal office
Unit 701 Orient Square Bldg., F. Ortigas Jr. Rd., Ortigas Center, Pasig City Postal Code 1605
8. Issuer's telephone number, including area code
(02) 8636-6929
9. Former name or former address, if changed since last report
N/A
10. Securities registered pursuant to Sections 8 and 12 of the SRC or Sections 4 and 8 of the RSA
Title of Each Class Number of Shares of Common Stock Outstanding and Amount of Debt Outstanding
Common shares 2,500,000,000
11. Indicate the item numbers reported herein
Item 2

The Exchange does not warrant and holds no responsibility for the veracity of the facts and representations contained in all corporate disclosures, including financial reports. All data contained herein are prepared and submitted by the disclosing party to the Exchange, and are disseminated solely for purposes of information. Any questions on the data contained herein should be addressed directly to the Corporate Information Officer of the disclosing party.

Haus Talk, Inc.HTI

PSE Disclosure Form 4-1 - Acquisition or Disposition of Assets References: SRC Rule 17 (SEC Form 17-C) and
Section 4.4 of the Revised Disclosure Rules

Subject of the Disclosure

Acquisition of 37-hectare LFM property in Angono and Teresa, Rizal for Php1 Billion
Background/Description of the Disclosure

The Board of Directors of HTI approved on September 20, 2024 the acquisition from Liberty Flour Mills, Inc. of 8 contiguous parcels of land in Angono and Teresa, Rizal (the “Property”) for a total contract price of Php1 Billion.
Date of Approval by
Board of Directors		 Sep 20, 2024
Rationale for the transaction including the benefits which are expected to be accrued to the Issuer as a result of the transaction

This transaction expands HTI's land portfolio and reinforces its vision of becoming the most valued and recognized property developer that provides "value for money" residential real estate projects by investing in prime land locations.

The Property is envisioned to be HTI’s first mixed-use development project in the Rizal area, and is expected to bring in revenues of approximately Php9 Billion. Land development for the area is expected to commence by Q4 of year 2025.
Details of the acquisition or disposition
Date Sep 20, 2024
Description of the Transaction

This transaction is for the acquisition of the Property with a total land area of 372,201 square meters in the Province of Rizal.
Manner

The transaction is a purchase of land from Liberty Flour Mills, Inc., a company publicly-listed on the Philippine Stock Exchange.
Description of the assets involved

The Property involves 8 contiguous parcels of land located in the Province of Rizal with a total area of 372,201 square meters.
Terms and conditions of the transaction
Nature and amount of consideration given or received

The total contract price of the Property is Php1 Billion.
Principle followed in determining the amount of consideration

The consideration was agreed upon after negotiation between the parties taking into consideration an independent property valuation conducted by the seller.
Terms of payment

Payment of earnest money of Php10 Million upon signing of the Memorandum of Agreement and five installment payments in a span of 2 years. The installment payments shall be made upon compliance with certain milestones.
Conditions precedent to closing of the transaction, if any

For the purchase of the Property, the Parties have set the following conditions:

A. On the part of the Seller:

To deliver the documents customary to this type of transaction, including the owner’s duplicate of Transfer Certificates of Titles, Tax Declarations of Real Property, which conditions must be fulfilled before the schedule of each closing date.

B. On the part of the Buyer:

To secure a standby letter of credit from Security Bank Corporation, China Banking Corporation or other banks acceptable to the seller amounting to P758,224,723.20 to guarantee the payment of the purchase price of the Property valid for 25 months from the First Closing Date as stated on the Memorandum of Agreement.
Any other salient terms

None
Identity of the person(s) from whom the assets were acquired or to whom they were sold
Name Nature of any material relationship with the Issuer, their directors/ officers, or any of their affiliates
Liberty Flour Mills, Inc. None
Effect(s) on the business, financial condition and operations of the Issuer, if any

• This transaction expands HTI's land portfolio and reinforces its vision of becoming the most valued and recognized property developer that provides "value for money" residential real estate projects by investing in prime land locations.

• The transaction is expected to increase HTI’s revenue by approximately Php9 Billion upon completion of the project.
Other Relevant Information

The parties executed a Memorandum of Agreement on September 20, 2024.

FORWARD-LOOKING STATEMENT
The subject disclosure contains statements about future events and expectations that constitute “forward-looking statements.” Although HTI has years of professional experience and competitive advantage in similar projects, the forward-looking statements are subject to known and unknown risks and uncertainties that could cause actual results to differ materially from those contemplated by the relevant forward-looking statements. Known uncertainties affecting forward-looking statements include (1) project completion risk, (2) regulatory risk, (3) foreign exchange risk, (4) changes in political climate. Lastly, such looking forward statements are made based on management’s current expectations and past experiences and as at current date. Nothing contained in the disclosure should be relied upon as a promise or representation as to a definite happening in the future and the expectations may differ from the actual results given the various risks.
If the transaction being reported is an acquisition, kindly submit the following additional information:
Source(s) of funds

HTI shall source its funds from internally generated funds and bank loans on an approximately 30-70 split.
If any asset so acquired by the issuer or its subsidiaries constituted plant, equipment or other physical property, state the nature of the business in which the assets were used by the persons from whom acquired and whether the issuer intends to continue such use or intends to devote the assets to other purposes, indicating such other purposes

The Property was previously used as a pig farm and currently classified as agricultural. HTI shall be applying for the reclassification of the Property to “residential use” or for “ non-agricultural use” before the pertinent local government units and/or the Department of Agrarian Reform, through its provincial or regional offices.
Filed on behalf by:
Name Lyra Gracia Lipae-Fabella
Designation Corporate Secretary